Processing Assets definition
Examples of Processing Assets in a sentence
Except as set forth in Disclosure Schedule 3.6, QEPFS has, and on the Closing Date the Company will have, good and valid title to the Processing Assets that are used or necessary to conduct the Business as presently conducted, free and clear of any Liens, except for any Permitted Liens.
QEPFS or its Affiliates maintain, and on the Closing Date the Company will maintain, policies of fire and casualty, liability and other forms of property and liability insurance related to the Business and the Processing Assets in such amounts, with such deductibles, and against such risks and losses as are, in their judgment, reasonable for the Business and the Processing Assets.
No proceeding is pending or, to QEPFS’s Knowledge, threatened with respect to any alleged failure by QEPFS to have any material Permit necessary for the operation of the Processing Assets or the conduct of the Business or to be in material compliance therewith.
Other than as set forth in a Material Contract or on the budgets and authorized for expenditures made available via data room to the Conflicts Committee and its representatives before the date hereof, there are no outstanding capital commitments or other expenditure commitments that are binding on QEPFS with respect to the Business, the Company or the Processing Assets.
Disclosure Schedule 3.8(c) sets forth those Processing Assets that have been damaged or destroyed within three (3) years preceding the Execution Date and for which QEPFS incurred expenses of $1,000,000 or more to repair such damage or destruction.
The purchase of the Subject Interest will be treated for U.S. federal income tax purposes as a purchase of a 40% interest in each of the Processing Assets by the Partnership followed by a pro rata contribution of the Processing Assets by each of QEPFS and the Partnership to the Company in exchange for membership interests in the Company in accordance with Revenue Ruling 99-5 (Situation 1).
SMEP may impose reasonable restrictions and limitations upon access to all or any portion of the Terminal or Terminal Assets, including restrictions as to time and place of access at any particular time or location to the extent it does not materially interfere with Sellers’ exercise of its rights hereunder or use and operation of its Retained Processing Assets.
SemMaterials and K.C. Asphalt, as the case may be, shall be solely responsible for and shall pay and discharge when due and payable all costs and expenditures that directly relate solely to the ownership or operation of the Retained Processing Assets.
Any insurance proceeds or damages received in connection with any casualty to (i) the Terminal Assets, SMEP Owned Real Property or the SMEP Leased Property (excluding the portion of any such insurance proceeds or damages which is attributable to the Retained Land Rights) shall belong to and be the property of SMEP and (ii) the Retained Processing Assets or the Retained Land Rights shall belong to and be the property of SemMaterials or K.C. Asphalt, as the case may be.
In addition, (i) SemMaterials or K.C. Asphalt, as the case may be, shall be entitled to that portion of any eminent domain or condemnation awards which are attributable to the Retained Processing Assets, (ii) SMEP shall be entitled to that portion of any eminent domain or condemnation awards which are attributable to the Terminal Assets, and (iii) each of the parties may claim damages payable on account of relocation expenses relating thereto, to the extent permitted under applicable law.